Mail Stop 6010

      March 13, 2006

VIA U.S. MAIL AND FACSIMILE (781) 461-3491

Joseph E. McDonough
Chief Financial Officer
Analog Devices, Inc.
One Technology Way
Norwood, MA  02062-9106

      Re:	Analog Devices, Inc.
		Form 10-K for the year ended October 29, 2005
      Filed November 21, 2005
		File No. 001-07819

Dear Mr. McDonough:

      We have reviewed your response dated March 1, 2006 and
filings and have the following comments.  Where indicated, we
you should revise your future filings in response to these
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
detailed as necessary in your explanation.  In some of our
we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing this information, we
raise additional comments.

	Please understand that the purpose of our review process is
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
our review.  Feel free to call us at the telephone numbers listed
the end of this letter.

Form 10-K for the Fiscal Year Ended October 29, 2005

Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies, page 38

s. Stock-Based Compensation, page 47

1. We note your response to our prior comment 3.  While Question 3
SAB Topic 14.D.1 provides guidance regarding what you should
when evaluating the extent of your reliance on implied volatility
versus historical volatility, Question 4 of SAB Topic 14.D.1
a list of five factors that should be present for a company to
exclusive reliance on implied volatility.  Please respond to the
following comments:

* Similarity of Exercise Prices - You use all traded options to
calculate your implied volatility including exercise prices that
near-the-money and out-of-the-money, but you give the near-the-
options more weight because they are more actively traded.  Please
discuss how you considered that one of the factors listed in
4 of SAB Topic 14.D.1 states that to exclusively rely on implied
volatility the traded options must have exercise prices that are
(a) near-the-money and (b) close to the exercise price of the
employee share options.  When near-the-money options are not
available, you should use a weighted-average approach.  See
54 and 48.
* Similarity of Length of Terms - We note that you use some traded
options with terms of less than one year.  Please discuss how you
considered that one of the factors listed in Question 4 of SAB
14.D.1 states that to exclusively rely on implied volatility the
remaining maturities of the traded options on which you base the
estimate should be at least one year.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
responses to our comments.

	You may contact Kristin Lochhead at (202) 551-3664 or me at
(202) 551-3604 if you have questions.  In this regard, please do
hesitate to contact Brian Cascio, Accounting Branch Chief, at
551-3676 with any other questions.


      Kate Tillan
      Assistant Chief Accountant





Joseph E. McDonough
Analog Devices, Inc.
March 13, 2006
Page 2